The Ultimate Spider-Woman: Web-tastic Wonder
by Stray23
Summary: Just something I thought I'd try out. Follows more closely after the Ultimate Spider-Man TV show, but with Jessica Drew (1610) as the ever loved Ultimate Spider-Woman. Story will include elements from Ultimate Spider-Man, Avengers Assemble, and Avengers: Earth's Mightiest Heroes as well as some comic ideas.
**Disclaimer: I own nothing, so all characters, fictional locations, and events that occur in this story are strictly owned by Marvel.**

 **So I was sitting down and both watching the Ultimate Spider-Man television series and reading the Ultimate Marvel comics involving Peter Parker's female clone Jessica and thought, what a wasted opportunity. Don't get me wrong, I love Spidey, but I feel as though Marvel dropped the ball with Jessica Drew of 1610, especially now that some of the universes have merged. You had a female version of Peter struggling with both her own identity and the memories of her template while still possessing the traits that made Peter so likeable as a character. I thought I'd write this out and see how it goes. This fic branches out into a few verses while also having its own little twists here and there. Jessica is simply Peter's cousin but like him, she lost her parents so she was taken in by her Uncle Ben and Aunt May. I didn't want to remove anything or kill anyone off unnecessarily, so I'm just going to have Peter be Jessica's information guy who also helps cover for her secret, and instead of just Pete, MJ, and Harry, you now have Jess in there as well. What can I say, I'm inspired and I like the characters. It'll follow after the shows pretty much. Hope you readers like it.**

"Oh man! Feel that breeze! Nothing wakes you up like web-swinging in the morning!" Spider-Woman exclaimed before releasing her grip from her current web line and sailing through the air for a moment before extending the pointer and middle fingers of her right hand and firing out a combined strand of webbing before continuing to swing towards Midtown High School.

It had been a little more than a year since Jessica had received her powers from the genetically engineered Oscorp spider, and while she was startled at first, she had grown into her new life with relative ease. As she continued to swing towards her high school, the sound of an alarm from a nearby jewelry store caught her attention so she veered to the right in mid swing and touched down on a roof before checking her watch under the sleeve of her costume.

'7:40 a.m. I still have time,' she mused with slight shrug of her shoulders before looking across the street at the store to see who was causing trouble.

She groaned audibly to herself before turning to the reader(s) as the world seemed to freeze around her when a man in an odd purple and gold outfit came hopping out of the store like a French Kangaroo.

"So you're probably wondering who the Olympic hopeful in the purple and gold tracksuit is," she began as she straightened up a bit. "That's Batroc the Leaper. He's so strange I haven't even bothered to make any mental notes about him. What is there to know? He's French. He leaps. This'll probably be done in five," she mused before turning back to the world that came back to life before jumping off the roof and into the street herself.

"Yo French Fry, don't you know that j-hopping and burglary are illegal?!" She called out as she quickly extending a finger and fired a web-line at him.

"What is zis?" He asked before looking up to see the girl with a red costume with a white spider emblem covering a good portion of her chest coming at him.

"No no no, mon petite. I zink not," he stated before flipping backwards onto his feet, only to jump forward and bring his knee up at the same time before executing a side kick to Spider-Woman's stomach.

The familiar buzzing sensation went off in Jessica's head, but as soon as she pieced what was about to happen together, the kick had already been delivered and she went sailing back before her momentum was halted by a parked car. She shook her head for a moment to clear out the momentary haze before rolling out of the way as Batroc came down hard on the pavement where she had just been sitting. Pushing herself to her feet, she charged at the man and threw a hard left hook that he avoided before he retaliated with straight right of his own. Jessica managed to duck under it and nail him with a quick jab to his stomach before bringing another hit to his jaw that knocked him back a few steps. Before she could follow up though, he turned and started running and leaping away.

"It's rude to stand a lady up Batroc. Don't they teach you people anything in Rehab 101 these days?" She joked as she took off swinging after him.

Noticing that he ducked into an alley, Spider-Woman touched down at the entrance and called out for him to surrender. Instead of his surrender, she caught something that was thrown at her which turned out to be the bag of stolen goodies. She quirked an eyebrow under her mask before her Spider-Sense went off again and she looked up to see Batroc coming down at her. Jumping back a bit, she tossed the bag over his head with a smirk beneath her mask and figured that he'd make to grab it, which he did. As he reached up to grab the bag, she caught him with another web line and noticed the smirk on his face before being pulled into the air with him as he bounced off the walls and onto the rooftops with her in tow. He then took off running, dragging Spider-Woman with him calling out for him to stop or at least slow down as she kept getting dragged into things before the world froze around her once again.

"Yeah… This isn't exactly how I imagined my morning going. Maybe I should get a sassy talking spider sidekick. There's nothing inherently evil about henchmen and I could totally use the help… Every now and then at least," she told the readers before the world went back into motion.

As they came across a larger rooftop, Jessica came up with an idea to end this nonsense finally. Once they were on the roof, she quickly fired a line at the building behind them that halted Batroc in his place. Giving the line he was connected to a quick tug, she let go of the strand behind her and quickly fired another one past Batroc before pulling hard on it and launching herself at him. Batroc grunted when her shoulder caught his lower back before he yelled out in a panic as they sailed across the roof and down onto the street below before crashing atop a parked car. With a groan, Spider-Woman pulled herself up slowly while glancing down at the unconscious thief before grabbing his leg, tossing him gently against a nearby wall, and tying him down with a few web shots.

"Not my best work, but it's still a job well done, and without-," she began only to be cut off by J. Jonah Jameson appearing on a nearby monitor overlooking the area.

"SPIDER-WOMAN STINKS!"

"Nope. That about wraps this morning up," she mused aloud before a large flying airship came into view and began moving down into the area.

"Spider-Woman," came a deep male voice from behind that made her jump and turn around in surprise before the world once again froze around her once she caught sight of her visitor.

"People of the world, meet S.H.I.E.L.D. director Nick Fury. The acronym stands for the Strategic Homeland International Espionage Law Enforcement Division, otherwise known as S.H.I.E.L.D. for short. He's a superspy. The superspy, and I'm sure that even his fashionable eye patch has secrets," she informed before the world went back into motion.

"Not bad work taking down Batroc. Not much public property damage… Even though he dragged you around like a wild dog on a leash," he commented while folding his arms over his chest.

"I got him didn't I? Isn't it the end result that counts the most?" She asked feigning ignorance.

"No, but since we're talking about results, I have an offer for you. I want you to come and work for S.H.I.E.L.D. I want to help train you to become a better Spider-Woman; the Ultimate Spider-Woman."

"Ultimate Spider-Woman. That's pretty catchy," she mused aloud to herself while pondering the possibilities.

"I'd love to Fury, but I can't quite afford the cost of those textbooks. I'm a little tapped out until payday so… Nice seein' ya," she said before turning to make her exit.

"Jessica," was all he said in a knowing tone that immediately stopped her in her tracks.

"You've been doing good work kid. Using your powers to uphold the teaching and memory of your uncle Ben. It's been about a year now right?" He asked as he tilted his head to the side a bit when he noticed her saddened posture.

"Yeah… Today would have been his birthday," she remarked dismally as she straightened herself up a bit.

"Like I said, you've done good work, but I want to help you take it to the next level so that you can do more with your gifts. What do you say?" He asked as he pulled out a small red device before handing it to her.

"What's this?" She asked curiously as she inspected it.

"A next-gen web-shooter. We know that your primary webbing source is your organic webbing, but this and its sister shooter on the Helicarrier can be just as useful… If you're interested," he stated with the neutral expression on his face not shifting at all.

"You know that question has come up before. I'll think about it and get back to you in a day or two okay? Ciao," she stated with a cheerful tone before she took off web-swinging off to school.

"… Teenagers," Fury commented dryly as he watched the girl swing off into the distance.

 **A few minutes later at Midtown High…**

"Hey you. I've been trying to get a hold of you all morning," Mary Jane said with a chuckle as she pulled out her phone.

"It is the duty of every New York citizen to bring that wall crawling menace Spider-Woman down and have her locked up for her crimes!" Shouted the angry voice of one JJJ.

"Doesn't that guy ever take a break or cool down? That much anger can't be healthy," she mused before imagining a chibi version of J. Jonah Jameson tossing his desk out of his office as his skin turned red and he turned into a Hulking version of himself.

'Yeah. Something like that probably would happen with my luck,' she thought with an internal chuckle as she turned to look at the source of the hand that had come to rest on her shoulder.

"Ignore him," her cousin Peter said with a smile. "He'll probably blow his top sooner or later, and then we'll have to get used to the odd silence," he joked with a chuckle.

"Maybe. Maybe not, but he will be giving this up and coming reporter her chance to shine one day," MJ commented with a radiant smile before the world stopped moving again.

"Meet MJ, otherwise known as Mary Jane Watson. She's been the best friend of mine and Peter's for as long as we can remember, and while we obviously value her friendship, there are some things that can't be shared. Like the fact that I'm Spider-Woman or that my cousin Peter here knows that. Also, she and Peter tried to "get serious" once at the tender age of twelve before deciding that it wasn't for them… But you didn't hear that from me," she finished with a whisper before turning back to her friends/family.

"Do you really want to work for that arrogant jerk MJ?" Peter asked curiously as he looked at her with a quirked eyebrow.

"I know he's… Difficult, but he's the head of one of the biggest, if not they biggest news publisher in town. If I'm gonna help spread the good word about Spidey around, I have to make my way up the employee ladder at the Bugle," she informed confidently as if she had it all worked out.

"Besides, we can't all be Harry," she commented as they all turned and looked at Harry Osborne as he came up to them before the freeze frame took effect again.

"That's Harry Osborne," Jessica began with a smile. "Best friend of mine and Peter's for a while now. While almost everyone seems him as a good-looking rich kid with not much else to offer, MJ, Peter, and I see him as a genuine friend. He and MJ have always been there when we've needed them, so it's a nice support system to have… But the whole me being Spider-Woman thing stays within the family. That's a no-brainer."

"It's about time you made it here Jessica. Did you forget where you go to school at or something?" He asked with a lighthearted chuckle.

"No, I just uh… Forgot to take a left turn at Albuquerque," she finished weakly with an innocent smile and a slight shoulder shrug.

"Riiight… Anyway, I'll see you all at lunch," Harry responded before heading off towards his first period class.

"Same. Ready Peter?" Mary Jane asked since the two of them had the same English class together in the morning.

"Yeah. Have fun sis," Peter said to Jessica before turning to leave with MJ.

"Yeah. Same to you bro," she commented before moving towards her first period before her Spider-Sense buzzed and she looked around briefly.

She saw Flash Thompson approaching her and quirked an eyebrow as she pondered how and why he could set off her Spider-Sense before an explosion from the wall to her right rocked her and Flash and sent them crashing into the lockers. When Jess opened up her eyes, she was greeted with the sight of the Frightful Fo-er, Three.

'The Wizard. Thundra. Klaw. And the Traps- no wait a minute. I beat him off-screen already,' she thought as a chibi version of herself stood atop a downed Trapster whilst struggling to remove his goop from her costume.

"Greetings, children. Would you be so kind as to tell us where Spider-Woman is?" Wizard asked in an eerily calm voice before Flash Thompson took off running and screaming.

Before Wizard could do anything, Jessica had scooped a few pieces of debris and tossed them at the three criminals before she took off in the same direction as the alarm blared to life for a moment, only to be silenced by Klaw a moment later. There was a fairly large crowd gathered in the lunchroom, so Jessica figured that she would change quickly after disappearing into the crowd and quickly deal with the criminal losers before anyone got hurt. She spotted Peter and nodded to him once she made her way into a private corner just as the three criminals made their way in. He nodded back and made his way over to the kitchen area before grabbing several trays and plates and sliding them across the floor before instigating a food fight. With that distraction, Jessica climbed up a post and quickly changed into her Spider-Woman costume before jumping into view in a crouched position.

"Ah, Spider-Woman. Very good. Taking the easy way out. A wise strategy," the Wizard commented with a smirk as he hovered in the air with his arms folded over his chest.

"I shall squash you like the bug that you are!" Thundra shouted before charging at Spider-Woman ready to pound her into next week.

'I must be dreaming. It can't be this easy,' everyone's favorite female arachnid-themed hero thought as she fired out eight strands of webbing at Thundra before jumping up in a summersault and launching the would-be conqueror at her allies.

Before she had time to focus on the other two, she was bombarded by powerful sonic blasts that dropped her to a knee as she covered her ears and yelled out in pain. She slowly moved a hand in front of her in an attempt to distract Klaw before a bowl of pudding flew up into the criminal's face. Before she had a chance to capitalize on the momentary distraction, Spider-Woman found herself watching as a number of students around her, including Peter, were lifted off the ground by Wizard's discs. Before he could utter a threat, Jessica fired a ball of impact webbing from the next-gen web-shooter that Fury gave her earlier. The ball of webbing expanded and covered his face, causing his hold on the students to cease and made him fly around uncontrollably. With that covered, Spider-Woman lunged at a recovering Thundra and decked her on the jaw with a strong right fist that sent her into a couple of tables while also knocking her out. She was about to try the same on Klaw before the tingling sensation in the back of her head told her to move out of the way as Wizard flew straight into Klaw who's blast caught Harry and knocked him out. Anger boiled inside of Jessica as she clenched her fists before the sound of sirens caught everyone else's attention. The momentary distraction was all the criminals needed. Using one of his disks, Wizard, carried Thundra with him as he and Klaw left, and once Jessica realized they were gone, she pulled the same disappearing act before the police arrived.

"Hey! How is he?" Jessica asked as she ran back into the crowd dressed in her civilian clothes.

"He should be fine. He just has to stay at the hospital for at least a night," Peter responded as they watched the medical workers and Norman Osborn board Harry into the ambulance truck before taking off for the hospital.

"I really blew it this time," Jessica muttered as she and Peter made their way home after being informed that school was going to be closed for a couple of days.

"I thought you did pretty good," her cousin told her with a kind smile on his face.

"You don't understand Peter. I led them to the school. It's my fault Harry got hurt, and if I hadn't been as lucky as I was, more students would have been hurt."

"So what now then?" He asked with genuine curiosity as he noticed the fiery spirit Jessica seemed to display in an instant.

"Now… I become ultimate," she stated a few hours later on the roof of her school before she took off in a dead sprint under the cover of the night.

She made her way across several rooftops before she quickly began to scale a skyscraper as the Helicarrier came into view. As she approached the top of the building, she muttered a quick pray in her head before aiming the S.H.I.E.L.D. web-shooter at the aircraft and pressing down on the pressure pad before an impressive line of webbing shot out and stuck to the side of the craft. As she ascended up to towards the base, she steeled herself for what she felt would be the start of a long journey, but she had Peter with her, and besides, if Captain America could be as good as he was with a bit of Fury's help, so could she.

"Alright! Roll out the welcome mat because your favorite web-slinger is ready for duty!" She called out after coming to a halt on the deck of the aircraft before dozens of defensive weapons popped out and took aim at her.

She was about to make a break for it before the sound of a car lock was heard and the weapons were once again stowed. She quirked an eyebrow before turning around to come face to face with Nick Fury again with a muffled cry of surprise.

"You should get a bell. Sneaking up on people can totally cause them mild irritation like Jameson and… Spider-Woman reporting for S.H.I.E.L.D. training," she finished up quickly after noticing the look he was giving her.

"Welcome to S.H.I.E.L.D. Spider-Woman. Hope you survive the experience," he said as he motioned for her to follow him.

"You already know it's gonna be a bumpy ride, but I'm so gonna end up in the S.H.I.E.L.D. Hall of Fame. Until next time true believers," she said to the readers with a wave before quickly following after Fury.

 **Ta-Da! First chapter done. Not so bad if I do say so myself. I'm eager to begin the next chapter too. Reviews with constructive criticism are always welcome. See you next time. Ciao.**


End file.
